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EXHIBIT 4.1.2.  NONQUALIFIED STOCK OPTION AGREEMENT 

                           FIRST ALLIANCE CORPORATION
                       NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement ("Option Agreement") is between 
First Alliance Corporation, a Delaware corporation (the "Company"), and the 
individual named in Section 1 below (the "Optionee").

                            W I T N E S S E T H:
                          ----------------------

WHEREAS, the Company has adopted the First Alliance Corporation 1996 Stock 
Incentive Plan (the "Plan") for the purpose of encouraging ownership of the 
Class A Common Stock, $.01 par value ("Common Stock"), of the Company by 
eligible key employees, directors and independent contractors of the Company, 
including any of its subsidiaries, of providing increased incentive for such 
persons to render services and to exert maximum effort for the business 
success of the Company, and of further strengthening the identification of 
such persons with the stockholders; and

WHEREAS, the Company, acting through the Stock Incentive Committee of its 
Board of Directors (the "Committee") and through its stockholders, has 
determined that its interests will be advanced by the issuance to Optionee of 
a non-qualified stock option under the Plan.

NOW, THEREFORE, for and in consideration of these premises it is agreed as 
follows:

1.  IDENTIFYING PROVISIONS:  As used in this Option Agreement, the following 
terms shall have the following respective meanings:

(a)  Optionee: __________________
(b)  Date of Grant: _____________ ("Date of Grant")
(c)  Number of shares subject to Option Agreement: ___________
(d)  Exercise Price per share: $__________ ("Exercise Price")
(e)  Expiration Date: __________ ("Expiration Date")

2.  OPTION.  Subject to the terms and conditions contained herein and to 
stockholder approval of the Plan, the Company hereby grants to Optionee the 
right and option ("Option") to purchase from the Company up to that number of 
shares of its Common Stock specified in Section 1(c) of this Option 
Agreement, at a price per share equal to the Exercise Price specified in 
Section 1(d) of this Option Agreement.  This Option is not intended to 
qualify as an incentive stock option under Section 422 of the Internal 
Revenue Code, as amended (the "Code").  The Plan has been approved by the 
Company's stockholders.

3.  OPTION PERIOD.  The Option herein granted may not be exercised, and is 
not exercisable, after the Expiration Date specified in Section 1(e) of this 
Option Agreement. This Option shall not be exercisable on the Date of Grant, 
but, subject to such further terms and limitations set forth herein, shall 
become fully exercisable upon the expiration of six months after the Date of 
Grant (the "Vesting Date")

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4.  PROCEDURE FOR EXERCISE.  The Option herein granted may be exercised by 
written notice by Optionee to the Secretary of the Company setting forth the 
number of shares of Common Stock with respect to which the Option is to be 
exercised, and specifying such further information regarding delivery of such 
shares as the Secretary of the Company may reasonably request.  Payment shall 
be by means of (i) cash, or a cashier's check or bank draft, payable to the 
order of the Company, (ii) a commitment from a brokerage firm acceptable to 
the Secretary of the Company to pay the aggregate Exercise Price from 
proceeds of a sale of Common Stock issuable upon exercise of the Option, 
(iii) at the option of the Optionee, in Common Stock theretofore owned by 
such Optionee for at least six months, or (iv) a combination of cash, 
cashier's check or bank draft and Common Stock.  As promptly as practicable 
after exercise of this Option, the Company shall issue or cause to be issued 
to Optionee the number of shares of Common Stock with respect to which the 
Option has been so exercised.  The Option may not be exercised with respect 
to less than 25 shares.

5.  TRANSFERABILITY.  This Option shall not be transferable by Optionee 
otherwise than by Optionee's will or by the laws of descent and distribution, 
or pursuant to a domestic relations order, as defined in the Code or in Title 
I of the Employee Retirement Income Security Act, or the rules thereunder.  
Except pursuant to the terms of such a domestic relations order, during the 
lifetime of Optionee the Option shall be exercisable only by him.  Any heir 
or legatee of Optionee shall take rights under this Option subject to the 
terms and conditions of this Option Agreement.  No such transfer of rights 
and obligations under this Option Agreement to heirs or legatees of Optionee, 
or other transferees pursuant to a domestic relations order, shall be 
effective to bind the Company unless the Company shall have been furnished 
with written notice thereof and a copy of such evidence as the Committee may 
deem necessary to establish the validity of the transfer and the acceptance 
and assumption by the transferee or transferees of the obligations of the 
Optionee and of the other terms and conditions hereof.

6.  NO RIGHTS AS STOCKHOLDER.  Optionee shall have no rights as a stockholder 
with respect to any shares of Common Stock covered by this Option Agreement 
until the date of issuance of shares of Common Stock purchased pursuant to 
this Option Agreement.  Until such time, Optionee shall not be entitled to 
dividends or to vote at meetings of the stockholders of the Company.  Except 
as provided in paragraph 9 hereof, no adjustment shall be made for dividends 
(ordinary or extraordinary, whether in cash or securities or other property) 
paid or distributions or other rights granted in respect of any share of 
Common Stock for which the record date for such payment, distribution or 
grant is prior to the date upon which the Optionee shall have been issued 
share certificates, as provided herein above.

7.  ADJUSTMENTS.  If the outstanding shares of Common Stock are increased, 
decreased or exchanged for or converted into cash, property or a different 
number or kind of shares or securities, or if cash, property or shares or 
securities are distributed in respect of such shares of Common Stock, in 
either case as a result of a reorganization, merger, consolidation, 
recapitalization, restructuring, reclassification, dividend (other than a 
regular, quarterly cash dividend) or other distribution, stock split, reverse 
stock split, spin-off or the like, or if substantially all of the property 
and assets of the Company are sold, then, unless the terms of such 
transaction shall provide otherwise, the Committee shall make appropriate and 
proportionate adjustments in the number and type of shares or other 
securities or cash or other property that may be acquired pursuant to the 
Option and the exercise or settlement price of the Option to the extent 
permitted by Section 162(m) of the Code.

8.  COMPLIANCE WITH SECURITIES LAWS.  Upon the acquisition of any shares 
pursuant to the exercise of the Option herein granted, Optionee (or any 
person acting under paragraph 6 of this Agreement) shall enter into such 
written representations, warranties and agreements as the Company may 
reasonably request in order to comply with applicable securities laws or with 
this Option Agreement.

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9.  COMPLIANCE WITH LAWS.  Notwithstanding any of the other provisions 
hereof, Optionee agrees not to exercise the Option granted hereby, and that 
the Company will not be obligated to issue any shares pursuant to this Option 
Agreement, if the exercise of the Option or the issuance of such shares of 
Common Stock would constitute a violation by the Optionee or by the Company 
of any provision of any law or regulation of any governmental authority.  The 
certificates representing the shares of Common Stock acquired pursuant to 
exercise of the Option will be stamped or otherwise imprinted with legends in 
such form as the Company or its counsel may require with respect to any 
applicable restrictions on sale or transfer and the stock transfer records of 
the Company will reflect stop-transfer instructions with respect to such 
shares.

10.  WITHHOLDING OF TAX.  If the Company becomes obligated to withhold an 
amount on account of any tax imposed as a result of the exercise of the 
Option, including, without limitation, any federal, state, local or other 
income tax, or any F.I.C.A., state disability insurance tax or other 
employment tax, the Optionee shall be obligated, as of the first date on 
which the Company is so obligated, to pay such amounts to the Company in cash 
or check, or other property acceptable to the Secretary of the Company in his 
sole discretion; and, if the Optionee fails to make such payment as and when 
due, the Company is hereby authorized by the Optionee (i) to withhold from 
any payments then or thereafter payable to the Optionee, any such amounts, 
and (ii) to refuse to issue or transfer any shares otherwise required to be 
issued or transferred pursuant to the terms hereof until all such amounts 
have been paid.  The Committee may, in its sole discretion, allow the 
Optionee to pay any such amounts through the surrender of whole shares of 
Common Stock or by having the Company withhold whole shares of Common Stock 
otherwise issuable upon the exercise of this Option.  Any such shares 
surrendered or withheld shall be valued at their market value, determined by 
such method as the Secretary of the Company in his sole discretion shall 
determine, and have a market value, as of the date on which the amount of tax 
to be withheld is determined, which is equal to the sums required to be 
withheld.  

11.  RESOLUTION OF DISPUTES.  As a condition of the grant of the Option 
hereby and of the ability to exercise the Option, the Optionee and his heirs 
and successors agree that any dispute or disagreement which may arise 
hereunder shall be determined by the Committee in its sole discretion and 
judgment, and that any such determination and any interpretation by the 
Committee of the terms of this Option Agreement shall be final and shall be 
binding and conclusive, for all purposes, upon the Company, the Optionee and 
his or her heirs, successors and personal representatives.

12.  NOTICES.  Every notice hereunder shall be in writing and shall 
conclusively be deemed to be given only if given by personal delivery, by 
courier or by registered or certified mail.  All notices of the exercise of 
any Option hereunder shall be directed to First Alliance Corporation, 17305 
Von Karman Avenue, Irvine, California 92614-6203, Attention:  Corporate 
Secretary.  Any notice given by the Company to Optionee directed to 
Optionee's address on file with the Company shall be effective to bind him 
and any other person who shall have acquired rights hereunder.  The Company 
shall be under no obligation whatsoever to advise Optionee of the existence, 
maturity or termination of any of Optionee's rights hereunder and Optionee 
shall be deemed to have familiarized him- or herself with all matters 
contained herein and in the Plan which may affect any of Optionee's rights or 
privileges hereunder.

13.  CONSTRUCTION AND INTERPRETATION.  Whenever the term "Optionee" is used 
herein under circumstances applicable to any other person or persons to whom 
this award, in accordance with the provisions of paragraph 6 hereof, may be 
transferred, the word "Optionee" shall be deemed to include such person or 
persons.  References to the masculine gender herein also include the feminine 
gender for all purposes.  This Option Agreement shall be administered, 
interpreted and enforced under the laws of the State of Delaware, without 
regard to its choice of law provisions.

14.  AGREEMENT SUBJECT TO PLAN.  This Option Agreement is subject to the Plan 
(including any subsequent amendments thereto).  In the event of a conflict 
between any term or provision contained herein and a term or provision of the 
Plan, the applicable terms and provisions of the Plan will govern and 
prevail.  All definitions of words and terms contained in the Plan shall be 
applicable to this Option Agreement.

15.  BINDING EFFECT.  This Option Agreement shall be binding upon and inure 
to the benefit of any successors to the Company.

IN WITNESS WHEREOF, this Option Agreement has been executed as of 
_______________, 199__.
                                                FIRST ALLIANCE CORPORATION


                                                
                                               By:___________________________


                                               OPTIONEE


                                               ______________________________